Exhibit 10.3

                             HOUSEHOLD INTERNATIONAL
                 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
                                   AS AMENDED

1.   Purpose

     The purpose of the Household International Long-Term Executive Incentive
Compensation Plan (the "Plan") is to further the long-term growth of Household
International Inc. ("Household") and its subsidiaries by Strengthening the
ability of Household to attract and retain key employees and to provide
additional motivation and incentives for the performance of key employees.

2.   Administration

     The Plan shall be administered by the Compensation Committee of Household's
Board of Directors (the "Committee"). The Committee shall have such powers to
administer the Plan as are delegated to it by the Plan and the Board of
Directors, including the power to interpret the Plan and any agreements executed
thereunder, to prescribe rules and regulations relating to the Plan, to
determine the terms, restrictions, and provisions of any agreement relating to
awards granted pursuant to the Plan, and to make all other determinations
necessary or advisable for administering the Plan. No member of the Committee
shall be eligible to receive any awards under the Plan while a member of the
Committee or at any time within one year prior to becoming a member of the
Committee.

3.   Grant of Awards; Shares Subject to Plan

     (a) The Committee may grant any type of award permitted under the terms of
the Plan (all such awards in the aggregate being hereinafter referred to as "
Awards"). Only employees of Household and its subsidiaries may be selected by
the Committee for Awards under the Plan.

     (b) The maximum number of shares of Common Stock of Household that may be
issued under the Plan is 6,017,884 (adjusted to reflect the 2-for-l Common Stock
split effected on October 15, 1993), all of which shares may be made subject to
Options. The Stock issued pursuant to the Plan may consist of authorized and
unissued shares of Household's Common Stock, Common Stock held in Household's
treasury or Common Stock purchased on the open market. If any Award granted
under the Plan shall terminate or lapse for any reason, any shares of Common
Stock subject to such Award shall again be available for the grant of an Award.

     (c) In the event of corporate changes affecting Household's Common Stock or
this Plan or Awards granted thereunder (including, without limiting the
generality of the foregoing,

                                       1



stock dividends, stock splits, recapitalizations, reorganizations, mergers,
consolidations, or other relevant changes in capitalization), the Board of
Directors or the Committee shall make appropriate adjustments in price, number
and kind of shares of Common Stock or other consideration subject to such Awards
or in the terms of such Awards, which it deems equitable to prevent dilution or
enlargement of rights under the Awards. In addition, the Board of Directors or
the Committee may from time to time equitably change the aggregate number or
remaining number or kind of shares which may be issued under the Plan to reflect
any such corporate changes.

     (d) The Committee may, in its discretion and subject to such rules as it
may adopt, permit an employee to satisfy, in whole or in part, withholding tax
obligations incurred in connection with Awards: 1) by electing to have Household
withhold shares of Household Common Stock (otherwise deliverable to the employee
in connection with an Award) in payment for such withholding tax obligation or
2) by delivering shares of Household Common Stock owned by such employee in
payment for such withholding tax obligation.

4.   Options

     (a) The Committee may grant any type of statutory or non-statutory Option
to purchase shares of Household Common Stock as is permitted by law at the time
the Option is granted. The term of the initial grant of each Option shall not be
more than ten years and one day from the date of grant and may be exercised at
the rate set by the Committee or as stated herein; provided, however, that no
Option shall be exercised less than one year from the date of grant, except as
provided herein. The Committee may, in its discretion, extend the expiration
date of certain Options, other than Options which are intended to qualify as
Incentive Stock Options ("ISO") pursuant to Section 422A of the Internal Revenue
Code of 1954, as amended (the "Code"), provided no expiration date of any Option
may exceed 15 years from the date of the grant of that Option.

     (b) The per share purchase price of Household Common Stock which may be
acquired pursuant to an Option shall be at least 100% of the fair market value
of one share of Common Stock of Household on the date on which the Option is
granted. Within this limitation such price shall be determined by the Committee.

     (c) Payment for shares purchased upon the exercise of an Option shall be
made in cash or, in the discretion of the Committee, in shares of Common Stock
of Household valued at the then fair market value of such shares or by a
combination of cash and shares of Common Stock.

     (d) Each Option granted by the Committee which is intended to qualify as an
ISO pursuant to the Code shall comply with the applicable provisions of the Code
pertaining to ISOs. The aggregate fair market value (determined as of the time
the ISO is granted) of Household Common Stock for which an employee may be
granted an ISO in any calendar year (under all plans of Household and
subsidiaries) shall not exceed $100,000 plus any unused

                                       2



"limit carryover" for such year, as determined in accordance with Section 422A
of the Code.

     (e) The Committee may, in its discretion and subject to such rules as it
may adopt, authorize an extension of credit from Household to an employee
holding an award granted under this Plan (including an employee who is an
officer or director of Household) to assist the employee in settling withholding
tax obligations on Awards. Household may extend or guarantee loans under this
provision. Except for existing variable rate loans referred to below, loans will
not be made under this provision to assist the employee in paying the exercise
price for stock options. Loans extended under the Plan will bear interest,
compounded semiannually, at the applicable rate in effect under Section 1274(d)
of the Internal Revenue Code (the "Applicable Federal Rate") on the day the loan
is made. The Committee may, in its discretion, permit employees with existing
variable rate loans made under the Plan, to convert said loans to fixed rate
loans which will bear interest, compounded semiannually, at the Applicable
Federal Rate in effect on the day the loan is converted; provided, however, that
the fixed interest rate will not be set below the rate required to avoid
creation of cancellation of indebtedness income for Federal income tax purposes.
Payment terms will be established by the Committee and may or may not require
periodic payments of interest and/or principal. The term of loans will be
established by the Committee, as well as provisions governing the acceleration
of maturity upon termination of employment or default. Loans financed or
guaranteed by Household will be secured by retention of the issued stock
certificates by Household and execution of an agreement with respect to such
shares. To the extent necessary to satisfy the provisions of Regulation G or
another similar regulatory restriction, other security may be required by the
Committee.

5.   Stock Appreciation Rights

     (a) The Committee may grant Stock Appreciation Rights ("SARs") in tandem
with the grant of an Option under the Plan or with respect to a previously
granted Option under the Plan, except that the Committee may grant SARs in
connection with an Option which is an ISO only to the extent that such grant is
consistent with the treatment of the Option as an ISO. In either case the number
of shares in respect of which SARs are granted by the Committee shall not be
greater than the number of shares subject to the related Option. In exchange for
the surrender in whole or in part of the right to exercise the related Option,
such SAR shall entitle the employee to payment of an amount equal to the
appreciation in value of the surrendered Options (the excess of the fair market
value of such Stock subject to Options at the time of surrender over their
aggregate option price). An SAR granted pursuant to this subsection (a) shall be
exercisable to the extent and only to the extent that the related Option is
exercisable, but if an SAR is granted with respect to a previously-granted
Option, the SAR will not be exercisable for a period of twelve months from the
date of grant of such SAR, except as provided herein. No such SAR shall be
exercisable except upon surrender of the related Option, and to the extent such
Option is surrendered, the shares covered by such Option shall again be
available for purposes of the Plan to the extent that payment of such SAR is not
made in shares of Stock of Household. The exercise of any Option shall result in
the cancellation of any related SAR. An SAR issued in tandem with an ISO may be
exercised only when the market price of the Stock subject to the ISO exceeds the
exercise price of the ISO.

     (b) The Committee may also grant units of SARs on a stand-alone basis which
are not issued in tandem with Options. The term of each such SAR shall not be
more than ten years from the date of grant and may be exercised at the rate set
by the Committee or as stated

                                       3



herein; provided, however, that no such SAR shall be exercised less than one
year from the date of grant, except as provided herein. The "base price" of each
unit of a "stand-alone" SAR shall be at least 100% of the fair market value of
one share of Common Stock of Household on the date on which such SAR is granted.
Within this limitation the base price shall be determined by the Committee. Each
unit of a "stand-alone" SAR entitles the holder, upon exercise, to payment of an
amount equal to the difference between the base price of such SAR unit and the
fair market value on the date of exercise of a share of Common Stock of
Household.

     (c) At the discretion of the Committee, payment for SARs may be made in
cash, in shares of Common Stock of Household valued at their fair market value
as of the date of exercise of the SAR, or partly in cash and partly in shares of
Common Stock of Household.

     (d) The Committee may establish a maximum appreciation value payable under
an SAR.

6.   Transfer of Options and Stock Appreciation Rights; Exercise of Options and
     Stock Appreciation Rights Following Termination of Employment

     (a) Options and SARs may not be transferred except by will or the laws of
descent and distribution and during the lifetime of the holder may be exercised
only by him. If the holder of an Option or SAR shall cease to be an employee of
Household or a subsidiary, and unless otherwise provided by the Committee, all
rights under such Option or SAR shall immediately terminate, except:

          (i) in the event of termination of employment of a holder that is
     subject to Section 10(b) hereof or of a holder who is retirement-eligible
     under the terms of a pension plan of Household or a subsidiary, the Option
     or SAR may be exercised within five (5) years of the date of termination of
     employment.

          (ii) in the event of termination of employment due to permanent and
     total disability of a holder who is not retirement-eligible under the terms
     of a pension plan of Household or a subsidiary, the Option or SAR may be
     exercised within twelve (12) months following the date of such termination
     of employment.

          (iii) in the event of death during employment, the Option or SAR may
     be exercised by the executor, administrator, or other personal
     representative of the holder within five (5) years succeeding death if such
     holder was retirement-eligible under the terms of a pension plan of
     Household or a subsidiary, or twelve (12) months if such holder was not
     retirement-eligible under the terms of a pension plan of Household or a
     subsidiary.

                                       4



          (iv) in the event of termination of employment other than as set forth
     in subsections (i), (ii) or (iii) above, the Option or SAR may be exercised
     within three (3) months following the date of termination, except for
     termination for cause.

          (v) in the event of death of a holder of an Option or SAR following
     termination of employment, the Option or SAR may be exercised by the
     executor, administrator, or other personal representative of the holder,
     notwithstanding the time period specified in (i), (ii), (iii) or (iv)
     above, within a) twelve (12) months following death or b) the remainder of
     the period in which the holder was entitled to exercise the Option or SAR,
     whichever period is longer.

          If the Committee determines that the termination is for cause, the
     Option or SAR will not under any circumstances be exercisable following
     termination of employment.

     (b) An Option or SAR may not be exercised pursuant to this Section after
the expiration of the term of such Option or SAR and may be exercised only to
the extent that the holder was entitled to exercise such Option or SAR on the
date of termination of employment.

7.   Performance Unit Awards and Performance Share Awards

     (a) The Committee may grant Performance Unit Awards and Performance Share
Awards pursuant to this Section 7. The Committee shall establish, with respect
to and at the time of grant of each Performance Unit Award or Performance Share
Award, a performance period over which the performance of the holder of a
Performance Unit Award or Performance Share Award shall be measured. The
Committee shall also establish performance levels but subject to such later
revisions as the Committee, in its sole judgment, shall deem appropriate to
reflect significant, unforeseen events or changes. The Committee in its
discretion may also grant Performance Unit Awards and Performance Share Awards
to employees following the start of any performance period and may also grant
additional Performance Unit Awards and Performance Share Awards to participants
after the start of any performance period.

     (b) Each Performance Unit shall have an initial value of $100 per unit.
Each Performance Share shall initially represent one share of Household Common
Stock with a value equal to the fair market value of one share of Household
Common Stock on the date of grant of the Performance Share Award. As determined
by the Committee, the value of Performance Units and the number of shares of
Household Common Stock represented by Performance Shares may increase or
decrease depending upon the extent to which the performance targets set by the
Committee in respect of the holder of the Performance Unit Award or Performance
Share Award are achieved.

     (c) The holder of a Performance Unit Award shall be entitled to receive
payment of an amount equal to the value of the Performance Unit Award, based on
the achievement of the performance targets for such performance period, as
determined by the Committee at the

                                       5



time of settlement of the Performance Unit Award, except that no more than 50%
of the Performance Unit Award may be paid in Household Common Stock.

     (d) The holder of a Performance Share Award shall be entitled to receive a
number of shares of Household Common Stock represented by the Performance Share
Award, based on the performance targets for such performance period, as
determined by the Committee. At the discretion of the Committee, payment for
Performance Share Awards may be made in whole or in part in cash, in which case
Household shall pay an amount equal to the fair market value of a share of
Household Common Stock on the date of settlement for each share of Household
Common Stock that would otherwise be delivered to the holder of the Performance
Share Award.

     (e) Payment shall be made in a lump sum or in installments as prescribed by
the Committee. If any payment in Household Common Stock is to be made on a
deferred basis, the recipient may be entitled, in the discretion of and on terms
and conditions established by the Committee, to receive a payment or credit
equivalent to any dividend payable with respect to the number of shares of
Common Stock which, as of the record date for the dividend, had been awarded or
made payable to the recipient but not delivered. If a payment in cash is to be
made on a deferred basis, the recipient may be entitled, in the discretion of
and on terms and conditions established by the Committee, to be paid interest on
the unpaid amount.

     (f) In the event of (i) death, permanent and total disability, or
retirement under the terms of a pension plan of Household or a subsidiary and,
unless the Committee in its sole discretion adopts a contrary rule, or (ii)
termination in accordance with Section 10(b) hereof, the holder of a Performance
Unit Award or Performance Share Award shall receive payment of such Award
prorated on the number of elapsed months in the performance period but based on
the extent to which performance targets are achieved for the full performance
period. Such Performance Unit Award or Performance Share Award shall be payable
at the time of payment of all other Performance Unit Awards or Performance Share
Awards granted for the same performance period. A holder of a Performance Unit
Award or Performance Share Award whose employment terminates for reasons other
than those listed in this paragraph will forfeit his rights to any outstanding
Performance Unit Award or Performance Share Award. Such forfeiture may be waived
in whole or in part by the Committee, in its sole discretion.

     (g) The Committee may grant Performance Unit Awards or Performance Share
Awards in tandem with SARs and Options (including ISOs if such grant is
consistent with the treatment of the Option as an ISO). However, to the extent
of an exercise or payout of any such Performance Unit Award, Performance Share
Award, Option, and/or SAR granted in tandem, the exercise or payout of any unit
of such tandem Award shall automatically cancel the corresponding units of such
Award. Awards granted to the same individual, whether or not on the same day,
will not be considered to be issued in tandem pursuant to this Section unless
the Committee designates such Awards as tandem Awards.

                                       6



8.   Restricted Stock Rights

     (a) The Committee from time to time may grant Restricted Stock Rights
("RSRs") to any employee selected by the Committee, which would entitle such
employee to receive a stated number of shares of Common Stock of Household,
subject to forfeiture of such RSRs if such employee failed to remain
continuously an employee of Household or any subsidiary for the period
stipulated by the Committee (the "Restricted Period").

     (b) RSRs shall be subject to the following restrictions and limitations:

          (i) The RSRs may not be transferred except by will or the laws of
     descent and distribution;

          (ii) Except as otherwise provided in Paragraphs (d) and (e) of this
     Section 8, the RSRs and the shares subject to such RSRs shall be forfeited
     and all rights of a grantee of such RSRs and shares shall terminate without
     any payment of consideration by Household if the employee fails to remain
     continuously as an employee of Household or any subsidiary for the
     Restricted Period. A grantee shall not be deemed to have terminated his
     period of continuous employment with Household or any subsidiary if he
     leaves the employ of Household or any subsidiary for immediate reemployment
     with Household or any subsidiary.

     (c) The holder of RSRs shall not be entitled to any of the rights of a
holder of the Common Stock with respect to the shares subject to such RSRs prior
to the issuance of such shares pursuant to the Plan. At the Committee's
discretion, during the Restricted Period, for each share subject to an RSR,
Household will pay the holder an amount in cash equal to the cash dividend
declared on a share of Common Stock of Household during the Restricted Period on
or about the date Household pays such dividend to its stockholders of record.

     (d) The Committee in its sole discretion may accelerate the payment of
Household Common Stock under RSRs prior to the termination of the Restricted
Period if the holder of the RSR has achieved certain performance levels
established by the Committee at the time an RSR is granted. The Committee in its
sole judgment may revise such performance levels as it deems appropriate to
reflect significant, unforeseen events or changes.

     (e) In the event that the employment of a holder terminates by reason of
death or permanent and total disability or as a result of Section 10(b) hereof,
such holder shall be entitled to receive the number of shares subject to the RSR
multiplied by a fraction (x) the numerator of which shall be the number of full
months between the date of grant of such RSR and the date of such termination of
employment, and (y) the denominator of which shall be the number of full months
in the Restricted Period; provided, however, that any fractional share shall not
be awarded. A holder of an RSR whose employment terminates for reasons other
than those listed in this paragraph will forfeit his rights under any
outstanding RSRs. This automatic forfeiture may be waived in whole or in part by
the Committee in its sole discretion.

                                       7



     (f) When a grantee shall be entitled to receive shares pursuant to an RSR,
Household shall issue the appropriate number of shares registered in the name of
the grantee.

9.   Amendment and Termination of the Plan

     The Board of Directors or the Committee may amend the Plan or any Award
granted thereunder at any time, except as provided in Section 10(d) and that the
Board of Directors or the Committee may not, without shareholder approval, and
except as permitted by Section 3{c), increase the number of shares of Common
Stock of Household which may be issued pursuant to the Plan, change the purchase
price of an Option or base price of a "stand-alone" SAR, or make any other
amendment to the Plan which is required by law to be approved by the
shareholders of Household. The Board of Directors may terminate the Plan at any
time except as provided in Section 10(d), but such termination shall not affect
Awards previously granted under the Plan.

10.  Change in Control

     (a) In order to protect employees of Household and its subsidiaries who
have been granted Awards, if a "Change in Control" occurs, then the Committee,
in its sole discretion, may:

          i. accelerate the time periods for exercising or realizing any Awards,
     notwithstanding any minimum holding periods set forth in the Plan or
     established by the Committee at the time of the grant of the Award;

          ii. provide for the purchase by Household of any Awards in cash equal
     to the amount that could have been received upon the exercise or
     realization of such Awards had the Awards been currently exercisable or
     payable on the day before said cash payment is made;

          iii. make such adjustments, including the granting of additional
     Awards, to any outstanding Award as the Committee deems appropriate to
     reflect the Change in Control; and

          iv. cause outstanding Awards to be assumed, or new rights substituted
     therefor, by any corporation that is the successor to Household.

     (b) Any employee whose position with Household or any of its subsidiaries
within twenty-four (24) months after a Change in Control is materially changed
(as defined below), shall be deemed to be involuntary terminated without cause
from Household and be entitled to exercise or receive the payment of Awards
previously granted to him that were outstanding immediately prior to the event
causing such termination in accordance with Sections 6(a)(i), 7(f), or 8(e) of
the Plan, without any action by the Committee or Board of Directors.

                                       8



     (c) For purposes of this Section and to determine the rights of any
employee who has an outstanding Award, the term:

     i.   "Change in Control" means a change in the beneficial ownership of
          Household's common stock or a change in the composition of Household's
          Board of Directors as a result of any of the following occurrences:

          (1)  any "person" (as such term is used in Sections 13(d) and 14(d)(2)
               of the Securities Exchange Act of 1934) other than

               (x)  a trustee or other fiduciary of securities held under an
                    employee benefit plan of Household, or

               (y)  the employee or any person acting in concert with the
                    employee

               becomes a beneficial owner, directly or indirectly, of common
               stock of Household representing twenty percent (20%) or more of
               the total voting power of Household's then outstanding common
               stock; or

          (2)  a tender offer is made for thirty percent (30%) or more of the
               common stock of Household, which tender offer has not been
               approved by the Board of Directors of Household.

     ii.  "Materially changed" means the occurrence of one or more of the
          following events:

          (1)  the termination of the employee, without cause;

          (2)  the employee was assigned to a position of lesser rank or status;

          (3)  the employee's annual target bonus or targeted performance unit
               awards were reduced and compensation equivalent in aggregate
               value was not substituted;

          (4)  the employee's annual salary was reduced;

          (5)  the employee's benefits under the Household Retirement Income
               Plan or any successor tax qualified defined benefit plan were
               reduced for reasons other than to maintain its tax qualified
               status and such reductions were not supplemented in the Household
               Supplemental Retirement Income Plan ("HSRIP"); or the employee's
               benefits under HSRIP, if applicable, were reduced;

          (6)  the employee's other benefits or perquisites were reduced and
               such reductions were not uniformly applied with respect to all
               similarly situated employees; or

                                       9



          (7)  the employee was reassigned to a geographical area outside of the
               metropolitan area in which the employee was assigned at the time
               of the Change in Control.

     iii. "Cause" means:

          (1)  willful and deliberate misconduct, which is detrimental in a
               significant way to the interests of Household;

          (2)  death; or

          (3)  inability of the employee, for reasons of disability, to
               reasonably perform his/her duties for six consecutive calendar
               months.

     (d) Notwithstanding anything set forth in Section 9 hereof, with the
occurrence of a Change in Control the Plan may not be amended or terminated by
the Committee, the Board of Directors or the stockholders of Household.



                                       10